FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Allen Charles W	2. Issuer Name and Ticker or Trading Symbol BTCS Inc. [ BTCS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) CEO, CFO
(Last)          (First)          (Middle) 9466 GEORGIA AVENUE #124	3. Date of Earliest Transaction (MM/DD/YYYY) 1/1/2021
(Street) SILVER SPRING,, MD 20910 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock (1)(2)	1/1/2021		A		2000000	A	$0	2000000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C-2 Convertible Preferred Stock (2)	$0.17	1/1/2021		A		810000		(3)	(3)	Common Stock	4764706	$810000	4764706	D
Stock Options (Right to Buy) (2)(5)	$0.19	1/1/2021		A		7500000		(4)	(4)	Common Stock	7500000	(5)	7500000	D

Explanation of Responses:
(1)	Represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The restricted stock units shall vest when the issuer lists its Common Stock on the Nasdaq or NYSE.
(2)	The vesting (and exercisability for the stock options) of the reported securities are subject to shareholder approval. Additionally, the Series C-2 Convertible Preferred Stock (the "Series C-2") is subject to redemption at 107% of investment value if shareholder approval is not received.
(3)	Each share of Series C-2 is convertible into shares of the issuer's common stock beginning on the two-year anniversary of the initial issuance date at a per-share conversion rate determined by dividing the stated value ($1.00 per share as of the initial issuance date) by $0.17, subject to anti-dilution adjustment provisions. Further, the Series C-2 automatically converts into shares of common stock upon the earlier of: (i) the four-year anniversary of the initial issuance date, and (ii) the issuer's common stock being listed on a national securities exchange.
(4)	The stock options shall vest as follow: 3 million options will vest on January 1, 2022 and the remaining options will vest based upon certain performance milestones involving the issuer's stock price.
(5)	Not applicable.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Allen Charles W 9466 GEORGIA AVENUE #124 SILVER SPRING,, MD 20910	X		CEO, CFO

Signatures
/s/ Charles Allen		1/5/2021
**Signature of Reporting Person		Date